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Exhibit 4.2
   Ford Credit Floorplan Master Owner Trust __
 [Indenture Trustee]
 
 Series __  Indenture Supplement
 
 Series __ Floating Rate Asset Backed Notes,  Class A and Class B




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Table of Contents
 PageARTICLE ICreation of Series __ NotesSection 1.01.
    
    Designation
    
    
    2ARTICLE IIDefinitionsSection 2.01.
    
    Definitions
    
    
    3Section 2.02.
    
    Other Definitional Provisions
    
    
    18ARTICLE IIIServicing FeeSection 3.01.
    
    Servicing Compensation
    
    
    18ARTICLE IVRights of Series __ Noteholders and Allocation and Application of CollectionsSection 4.01.
    
    Collections and Allocations
    
    
    19Section 4.02.
    
    Determination of Monthly Interest
    
    
    21Section 4.03.
    
    Determination of Monthly Principal Amount
    
    
    22Section 4.04.
    
    Application of Available Funds
on Deposit in Collection Account and Other Sources
    
    
    22Section 4.05.
    
    Investor Charge-Offs
    
    
    26Section 4.06.
    
    Reallocated Principal Collections
    
    
    27Section 4.07.
    
    Excess Interest Collections
    
    
    28Section 4.08.
    
    Shared Principal Collections
    
    
    28Section 4.09.
    
    Available Subordinated Amount
    
    
    28Section 4.10.
    
    Principal Funding Account
    
    
    29Section 4.11.
    
    [Reserve Fund]
    
    
    30Section 4.12.
    
    Determination of LIBOR
    
    
    32Section 4.13.
    
    Accumulation Period Reserve Account
    
    
    33Section 4.14.
    
    Investment Instructions
    
    
    35i




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PageARTICLE VDelivery of Series __ Notes; Distributions; Reports to Series __ NoteholdersSection 5.01.
    
    Delivery and Payment for Series __ Notes
    
    
    35Section 5.02.
    
    Distributions
    
    
    35Section 5.03.
    
    Reports and Statements to Series __ Noteholders
    
    
    36ARTICLE VISeries __ Amortization EventsSection 6.01.
    
    Series __ Amortization Events
    
    
    37ARTICLE VIIRedemption of Series __ Notes; Series Final Maturity; Final DistributionsSection 7.01.
    
    Optional Redemption of Series __ Notes
    
    
    39Section 7.02.
    
    Series Final Maturity
    
    
    39ARTICLE VIIIMiscellaneous ProvisionsSection 8.01.
    
    [Execution and Delivery of Interest Rate Swap.]
    
    
    40Section 8.02.
    
    Ratification of Agreement
    
    
    41Section 8.03.
    
    Form of Delivery of Series __ Notes
    
    
    41Section 8.04.
    
    Counterparts
    
    
    41Section 8.05.
    
    Governing Law
    
    
    41Section 8.06.
    
    Effect of Headings and Table of Contents
    
    
    41ExhibitsExhibit A-1
    
    Form of Class A Note
    
    
    A-1-1Exhibit A-2
    
    Form of Class B Note
    
    
    A-2-1Exhibit B
    
    Form of Monthly Statement
    
    
    B-1Exhibit C
    
    Form of Monthly Allocation and Payment Instruction to Indenture Trustee
    
    
    C-1ii




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Series ___Indenture Supplement, Ford
Credit Floorplan Master Owner Trust ___ [Indenture Trustee],
 Recitals
 A.
 B. T
 I
 Granting Clauses
 Series Collateral




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Creation of Series ___Notes
 Section 1.01. Designation.
    2




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Definitions
 Section 2.01. Definitions.
  Accumulation Period Factor
  plus
 provided, however
 Accumulation Period Length
 Accumulation Period Reserve Account
 Accumulation Period Reserve Account Available Amount
   3




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Accumulation Period Reserve Account Cash Deposit Subaccount
 Accumulation Period Reserve Account Deposit Amount over
 Accumulation Period Reserve Account Funding Date provided
 Accumulation Period Reserve Account Required Amount
 Accumulation Period Reserve Account Securities Subaccount
 Accumulation Period Reserve Draw Amount over
 Additional Interest plus
 Adjusted Invested Amount over
 Adjusted Pool Balance
 Adjustment Payments
 4




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Available Investor Interest Collections plus plus plus plus
 Available Investor Principal Collections plus plus over
 Available Subordinated Amount
 minus
 minus
 plus
 minus
 plus
 5




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minus
 plus
 plus
  Available Transferor Collections
 Available Transferor Interest Collections
 Available Transferor Principal Collections
 Business Day
 Class A Additional Interest
 Class A Interest Shortfall
 Class A Monthly Interest
 Class A Note Initial Principal Balance
 Class A Note Interest Rate
 Class A Note Principal Balance minus
 Class A Noteholder
 Class A Notes
 Class B Additional Interest
 6




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Class B Interest Shortfall
 Class B Invested Amount minus minus minus
 Class B Monthly Interest
 Class B Note Initial Principal Balance
 Class B Note Interest Rate
 Class B Note Principal Balance minus
 Class B Noteholder
 Class B Notes
 Closing Date
 Controlled Accumulation Amount  provided, however times divided by
 Controlled Accumulation Period
 7




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Controlled Deposit Amount
 Covered Amount times plus
 Dealer Overconcentration over
 Defaulted Amount plus minus minus
 Deficit Controlled Accumulation Amount over over
 Distribution Date
 8




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Early Amortization Period
 Excess Interest Collections
 Excess Transferor Percentage
 minus
 minus
 Expected Final Payment Date
 Fixed Investor Percentage
 9




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Floating Investor Percentage
 Incremental Subordinated Amount
 plus plus minus
  Indenture
 Indenture
Supplement
 Initial
Invested Amount
 Initial Note Principal Balance plus
 Interest Collections Shortfall
 Interest Period
 10




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Interest Rate Swap
 Invested Amount minus minus minus
 Investor Charge-Offs
 Investor Default Amount times
 Investor Interest Collections times
 Investor Percentage
 Investor Principal Collections
 LIBOR
 LIBOR Determination Date
 11




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London Business Day
 Manufacturer Overconcentration
 over
 over
 Monthly Interest plus
 Monthly Principal Amount
 Monthly Principal Payment Rate
 Monthly Servicing Fee provided
 12




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Non-Conforming Receivable Amount
 plus over
 plus
 Note Principal Balance plus
 Percentage Interest
 Pool Balance
 PRIMUS
 PRIMUS Overconcentration over
 Principal Funding Account
 Principal Funding Account Cash Deposit Subaccount
 13




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Principal Funding Account Securities Subaccount
 Principal Sharing Group One
 Principal Shortfall
 Principal Terms
 Rating Agency
 Rating Agency Condition
 Reallocated Principal Collections
 plus
  Reassignment Amount plus plus plus
 Reference Banks
 Required Accumulation Factor Number provided, however
 14




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Required Pool Percentage
 Required Subordinated Amount
 times plus
  Required Transferor Amount
 Reserve Fund
 Reserve Fund Available Amount
 Reserve Fund Cash Deposit Subaccount
 Reserve Fund Deposit Amount over
 Reserve Fund Initial Amount
 Reserve Fund Required Amount times provided, however, provided, further, times
 Reserve Fund Securities Subaccount
 15




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Revolving Period
 Securities Intermediary
 Series ___
 Series ___Amortization Event
 Series ___Excess Funding Amount times
 Series ___Final Maturity Date
 Series ___Note
 Series ___Noteholder
 Series
___Noteholders Collateral
 Series Account Cash Deposit Subaccounts
 Series Accounts
 Series Account Securities Subaccounts
 Series Collateral
 Series Cut-Off Date
 Servicing Fee Rate
 16




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Shared Principal Collections
 Subordinated Percentage over
 Subordination Factor
 Swap Counterparty
 Telerate Page 3750
 Transferor Amount
 Transferor Interest Collections times
 Transferor Percentage
 Transferor Principal Collections times
 Trust Available Subordinated Amount
 Uncovered Reallocated Principal Collections
 Used Vehicle Overconcentration over
 17




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Section 2.02. Other Definitional Provisions.
       Servicing Fee
 Section 3.01. Servicing Compensation.
  18




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Rights of Series ___Noteholders  and Allocation and Application of Collections
 Section 4.01. Collections and Allocations.
 Allocations
 Allocations to Transferor Interest
   over Available Transferor Interest Collections
 over Available Transferor Principal Collections
  19




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Available
Transferor Collections
   Allocations to Series  ___.
  20




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Section 4.02. Determination of Monthly Interest.
 Class A Monthly Interest times times
 Class A Interest Shortfall over Class A Additional
Interest times times
 Class B Monthly Interest times times
 Class B Interest Shortfall over Class B Additional
Interest
 21




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times times
 Section 4.03. Determination of Monthly Principal Amount.
 Monthly Principal Amount
 Section 4.04. Application of Available Funds on Deposit in Collection Account and Other
Sources.
     22




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23




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provided provided, further
    24




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over
   25




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provided, however  Accumulation Period Length provided, however provided, further
 Section 4.05. Investor Charge-Offs.
   26




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Investor Charge-Off
 Section 4.06. Reallocated Principal Collections.
 Uncovered Reallocated Principal Collections
 27




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Section 4.07. Excess Interest Collections.
 Interest
Collections Shortfall over Excess Interest Collections over
 Section 4.08. Shared Principal Collections.
 times Principal Shortfall over over Shared Principal Collections over
 Section 4.09. Available Subordinated Amount.
  28




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provided
 Section 4.10. Principal Funding Account.
 Principal Funding Account Principal Funding Account Securities Subaccount Principal Funding Account Cash Deposit Subaccount
 29




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Section 4.11. [Reserve Fund].
  30




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Reserve Fund Reserve Fund Securities Subaccount Reserve
Fund Cash Deposit Subaccount
  31




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Section 4.12. Determination of LIBOR.
  
 32




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Section 4.13. Accumulation Period Reserve Account.
 Accumulation Period Reserve Account Accumulation Period Reserve Account Securities
Subaccount Accumulation Period Reserve Account Cash
Deposit Subaccount
 33




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provided, however
   34




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Section 4.14. Investment Instructions.
   Delivery of Series ___Notes;  Distributions; Reports to Series ___Noteholders
 Section 5.01. Delivery and Payment for Series ___Notes.
  Section 5.02. Distributions.
 pro rata
 pro rata
 35




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pro rata
 pro rata
    Section 5.03. Reports and Statements to Series ___Noteholders.
 provided, however http://www.  .
 provided
  36




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provided, however http://www.  .
  Series ___Amortization Events
 Section 6.01. Series ___Amortization Events.
    37




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provided, however
    provided
   Series ___Amortization Event
 38




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Redemption of Series ___Notes; Series Final Maturity; Final Distributions
 Section 7.01. Optional Redemption of Series ___Notes.
   Section 7.02. Series Final Maturity.
  39




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Miscellaneous Provisions
 Section 8.01. [Execution and Delivery of Interest Rate Swap.]
 
 40




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Section 8.02. Ratification of Agreement.
  Section 8.03. Form of Delivery of Series ___Notes.
  Section 8.04. Counterparts.
  Section 8.05. Governing Law.
  Section 8.06. Effect of Headings and Table of Contents.
  41




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In Witness Whereof
 Ford Credit Floorplan Master Owner Trust __,as IssuerBy [Owner Trustee], not in its individual
capacity, but solely as Owner TrusteeByName:Title:[Indenture Trustee],not in its individual
capacity, but solely as Indenture Trustee, Securities
Intermediary and BankByName:Title:
 42




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Exhibit A-1
 Form of Class A Note
     A-1-1




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A-1-2




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Registered
    
    $1No. R-___
    
    CUSIP No.ISIN No.Common Code
 Ford Credit Floorplan Master Owner Trust __
 Series ___Floating Rate Asset Backed Notes, Class A
 Issuer       Dollars  Series ___Final Maturity Date  Class A Note Interest Rate  Closing Date
    
 1
    
    Denominations of $1,000 and integral multiples of
$1,000 in excess thereof. A-1-3




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In Witness Whereof
 Ford Credit Floorplan Master Owner Trust __,as IssuerBy [Owner Trustee], not in its
individual capacity, but solely as Owner TrusteeByName:Title:
 
 Indenture Trustees Certificate of Authentication
  [Indenture Trustee],not in its
individual capacity, but solely as Indenture
TrusteeByAuthorized Officer
 A-1-4




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Ford Credit Floorplan Master Owner Trust __  Series __ Floating Rate Asset Backed Notes, Class A
  Notes  Indenture Indenture Trustee  Indenture Supplement Series Agreement
 
   minus
 
 A-1-5




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pro rata
     A-1-6




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A-1-7




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Assignment
 
 For Value Received
 
 
 
 
  
 Dated:
    
    
    
    1Signature Guaranteed:
 
 1
    
    NOTE: The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Note in every particular, without alteration, enlargement or any
change whatsoever. A-1-8




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Exhibit A-2
 Form of Class B Note
     A-2-1




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A-2-2




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Registered
    
    $1No. R-___
    
    CUSIP No.ISIN No.Common Code
 Ford Credit Floorplan Master Owner Trust __
 Series ___Floating Rate Asset Backed Notes, Class B
 Issuer       Dollars Series ___Final Maturity Date  Class B Note Interest Rate  Closing Date
    
 1
    
    Denominations of $1,000 and integral multiples of
$1,000 in excess thereof. A-2-3




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In Witness Whereof
 Ford Credit Floorplan Master Owner Trust __,as IssuerBy [Owner Trustee], not in its
individual capacity, but solely as Owner TrusteeByName:Title:
 
 Indenture Trustees Certificate of Authentication
  [Indenture Trustee],not in its
individual capacity, but solely as Indenture
TrusteeByAuthorized Officer
 A-2-4




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Ford Credit Floorplan Master Owner Trust __  Series __ Floating Rate Asset Backed Notes, Class B
  Notes  Indenture Indenture Trustee  Indenture Supplement Series Agreement
 
   minus
 
 A-2-5




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pro rata
     A-2-6




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A-2-7




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Assignment
 
 For Value Received
 
 
 
 
  
 Dated:
    


1Signature Guaranteed:
 
 1
    
    NOTE: The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Note in every particular, without alteration, enlargement or any
change whatsoever. A-2-8




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Exhibit B
 Form of Monthly Statement
 
 Ford Credit Floorplan Master Owner Trust ___  Series ___Floating Rate Asset Backed Notes
 
 Indenture Issuer Indenture Trustee Indenture
Supplement Series Agreement Ford Credit
 
   In Witness Whereof
 Ford
Motor Credit Company,as ServicerByName:Title:
 B-1




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Exhibit C
 Form of Monthly Allocation and Payment  Instructions to Indenture Trustee
 
 Ford Credit Floorplan Master Owner Trust ___  Series ___Floating Rate Asset Backed Notes
 
 Ford
Credit  FCF Corp Transfer and Servicing Agreement Issuer  FCF LLC Transfer and Servicing Agreement
 Transfer and Servicing Agreements  Indenture Indenture Trustee Indenture Supplement Series Agreement
     C-1




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In Witness Whereof
 Ford Motor Credit Company,as ServicerByName:Title:
 C-2